Shun Ho Property Investments Limited (SHP) and Magnificent Hotel Investments Limited (MHI) have entered into an off-market share buy-back agreement dated 10 May 2026. SHP will buy back 68.14 million of its own shares—equivalent to 11.75 % of issued share capital—from Mercury Fast Ltd., a wholly-owned unit of MHI, for HK$48.11 million in cash, or HK$0.706 per share. The price equals the five-day average closing price and represents a 0.56 % premium to the last trading day price but a 94.96 % discount to SHP’s 31 December 2025 audited net asset value of HK$14.01 per share.

Completion is conditional on: 1. SHP shareholders approving new articles to permit treasury shares; 2. At least 75 % approval from SHP’s independent shareholders at an extraordinary general meeting (EGM); 3. Approval by MHI’s independent shareholders at a separate EGM; and 4. Consent from the Securities and Futures Commission under the Share Buy-backs Code.

Post-completion, the repurchased shares will be held as treasury stock, raising all other shareholders’ percentage interests pro rata. SHP’s public float will decline from 34.35 % to 25.60 % but will remain above the 25 % Listing Rules threshold. The SHP shareholding of Shun Ho Holdings’ concert group will fall from 66.48 % (including non-voting shares) to 62.01 % (excluding treasury shares).

MHI intends to distribute the net sale proceeds as a special cash dividend of HK$0.005 per share, subject to completion of the buy-back and shareholder approval. The disposal will generate an estimated HK$14.04 million gain for MHI, based on the original purchase cost of HK$34.07 million.

SHP will finance the transaction entirely from internal resources; its cash on hand will decrease from HK$172.22 million to HK$124.25 million upon settlement. SHP reported a net loss after tax of HK$179.70 million for FY 2025 and held net assets of HK$8.13 billion at year-end 2025.

Regulatory treatment: • For MHI, the deal is both a connected and discloseable transaction (percentage ratios > 5 %); independent shareholders’ approval is required. • For SHP, the buy-back is a discloseable transaction and an off-market share repurchase under the Share Buy-backs Code, requiring approval by SHP independent shareholders and the SFC. • Independent financial advisers Altus Capital (for MHI) and Red Sun Capital (for SHP) have been appointed; independent board committees have been formed.

Circulars are scheduled for dispatch by 31 May 2026 (SHP) and 1 June 2026 (MHI). Shareholders are advised that the buy-back and the associated special dividend remain subject to the stated approvals and may not proceed if conditions are not met.